Huatai United Securities Co., Ltd
about
Fuda Alloy Material Co.Ltd(603045) the industrial policy and transaction type of this transaction
of
Verification opinions of independent financial advisor
Independent financial advisor
Date of signing: March, 2002
Statement and commitment
The company (hereinafter referred to as “Huatai joint stock exchange”) acts as the financial consultant for the acquisition of the listed company’s major assets (hereinafter referred to as “Huatai joint stock exchange”) and the listed company’s “major asset replacement” report.
The independent financial adviser’s verification opinions are in accordance with the implementation plan of the merger and reorganization audit separation system of the CSRC, the notice on cooperating with the relevant work of the merger and reorganization audit separation system of the stock exchange and other relevant regulations and requirements, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, Issued after due diligence and careful verification of relevant declaration and disclosure documents of listed companies for reference by CSRC, stock exchanges, investors and relevant parties.
As the independent financial adviser of this transaction, the opinions are put forward on the basis of assuming that all parties to this transaction fully perform all their obligations and assume all their responsibilities in accordance with the terms of relevant agreements and commitments. The independent financial adviser hereby makes the following statements and commitments on relevant matters:
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues the independent financial advisor’s verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser’s verification opinions are based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the materials provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the legitimacy, authenticity, accuracy and integrity of the materials provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
Section I verification opinions of independent financial advisor
In accordance with the relevant provisions and requirements of the guidelines for the application of regulatory rules – listing category No. 1 and the guidelines for the application of self regulatory rules of listed companies on Shanghai Stock Exchange No. 1 – major asset restructuring of the CSRC, The independent financial advisor reviewed the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) related to this transaction and the materials provided by all parties, and issued this special verification opinion on relevant matters.
I Whether the industry or enterprise involved in this asset restructuring is determined by the guidance on the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry “
The main business of the listed company is the production and sales of electrical contact materials. This transaction intends to purchase 100% equity of Cayman aluminum (Sanmenxia) Co., Ltd. (hereinafter referred to as “Sanmenxia aluminum”). Sanmenxia aluminum’s main business is the production and sales of alumina, aluminum hydroxide, caustic soda, metal gallium and other products.
According to the industry classification guidelines of listed companies (revised in 2012) issued by the CSRC, the industry of listed companies is “C38 electrical machinery and equipment manufacturing industry”, and the industry of Sanmenxia aluminum industry is “C32 non-ferrous metal smelting and rolling processing”, It is not determined by the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industries or enterprises that focus on supporting the promotion of mergers and acquisitions.
After verification, The independent financial adviser believes that the industries and enterprises involved in this transaction are not determined by the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industries or enterprises that focus on supporting the promotion of mergers and acquisitions.
2、 Whether the transaction type involved in this asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
The main business of the listed company is the production and sales of electrical contact materials. This transaction intends to purchase 100% equity of Sanmenxia aluminum. Sanmenxia aluminum’s main business is the production and sales of alumina, aluminum hydroxide, caustic soda, metal gallium and other products. This transaction does not belong to M & A in the same industry or upstream and downstream M & A.
36 months before the transaction, the controlling shareholder of the listed company was Wang Dawu, and the actual controller was Wang Dawu. After the completion of this transaction, the controlling shareholder of the listed company will be changed to Jinjiang Group and the actual controller will be changed to Xie Zhenggang. Given that the higher of the total assets, net assets and transaction price of the assets to be placed in this transaction, and the operating income indicators of the assets to be placed exceed 100% of the corresponding indicators of the listed company as of December 31, 2020 and 2020, and the proportion of the shares purchased and issued by the assets accounts for more than 100% of the shares on the trading day before the announcement date of the resolution of the first board of directors of the listed company in this transaction, Moreover, this transaction will lead to fundamental changes in the main business of the listed company. Therefore, according to the conditions of reorganization and listing in Article 13 of the reorganization management measures and other documents, this transaction constitutes reorganization and listing.
After verification, the independent financial adviser believes that this transaction does not belong to M & A in the same industry or upstream and downstream M & A, and this transaction constitutes reorganization and listing.
3、 Whether the reorganization involves the issuance of shares
In this transaction, the listed company will take all assets and liabilities as disposed assets as of the benchmark date, replace the equivalent part of all shares of Sanmenxia aluminum held by Jinjiang Group as of the benchmark date, and issue shares to all shareholders of Sanmenxia aluminum such as Jinjiang Group, Zhengcai holding, HENGJIA holding, Yande shiye and Hangzhou Manchester United to purchase the remaining equity of Sanmenxia aluminum assets held by them after replacement, At the same time, supporting funds shall be raised.
After verification, the independent financial adviser believes that this transaction involves the issuance of shares.
4、 Whether the listed company has been filed for inspection by the CSRC and has not been closed
After verification, as of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
Section II independent financial advisor’s concluding comments
After verification of the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) related to this transaction and the materials provided by all parties, the independent financial adviser believes that:
1、 The industries and enterprises involved in this transaction do not belong to the industries and enterprises determined in the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industries or enterprises that focus on supporting the promotion of mergers and acquisitions;
2. This transaction does not belong to M & A in the same industry or upstream and downstream M & A, and this transaction constitutes reorganization and listing;
3. This transaction involves the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC.
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(there is no text on this page, which is the signature and seal page of the independent financial advisor’s verification opinions of Huatai United Securities Co., Ltd. on Fuda Alloy Material Co.Ltd(603045) this transaction’s industrial policy and transaction type) financial advisor sponsor:
Zhang Tao, Qiu Jie, Mengshan
Huatai United Securities Co., Ltd. (seal) (date)
